<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2000
REGISTRATION NO. 333-45516
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
YAMAHA MOTOR MASTER TRUST
(Issuer with respect to certificates)
YAMAHA MOTOR RECEIVABLES CORPORATION
(Originator of the trust described herein)
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 9999 33-0592719
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code No.) Identification No.)
</TABLE>
6555 KATELLA AVENUE, SUITE A
CYPRESS, CALIFORNIA 90630
(714) 761-7500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------
RUSSELL D. JURA, ESQ.
SENIOR COUNSEL
6555 KATELLA AVENUE, SUITE A
CYPRESS, CALIFORNIA 90630
(714) 761-7500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
MELANIE J. GNAZZO, ESQ. KENNETH A. WRIGHT, ESQ.
GNAZZOTHILL, A PROFESSIONAL CORPORATION SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
625 MARKET STREET, 11TH FLOOR FOUR TIMES SQUARE
SAN FRANCISCO, CALIFORNIA 94105 NEW YORK, NEW YORK 10036
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
number for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE(1)
<S> <C> <C> <C> <C>
Floating Rate Series 2000-1
Asset-Backed Certificates, Class
A................................... $171,000,000 100% $171,000,000 $45,144
Floating Rate Series 2000-1
Asset-Backed Certificates, Class
B................................... $12,000,000 100% $12,000,000 $3,168
</TABLE>
(1) Previously paid.
------------------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration Fee............................................ $ 48,312
Printing and Engraving...................................... 75,000
Trustee's Fee............................................... 14,000
Legal Fees and Expenses..................................... 150,000
Blue Sky Fees and Expenses.................................. 0.00
Accountant's Fees and Expenses.............................. 21,000
Rating Agency Fees.......................................... 138,000
Miscellaneous Fees and Expenses............................. 10,000
-----------
Total Expenses............................................ $456,312.00
===========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware provides as follows:
145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE.
(a) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that the person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and
II-1
<PAGE>
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such determination
shall be made, with respect to a person who is a director or officer at the
time of determination, (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum,
(2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or
other employees and agents may be so paid upon such terms and conditions, if
any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity
while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability under
this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect
to the resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had
continued.
II-2
<PAGE>
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
Article XII of the Certificate of Incorporation of Yamaha Motor Receivables
Corporation provides as follows:
(a) Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the Corporation), by reason of the fact that the person is
or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified and held harmless by the
Corporation to the fullest extent legally permissible under the General
Corporation Law of the State of Delaware, as amended from time to time,
against all expenses, liabilities and losses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding.
(b) To the extent that a present or former director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in paragraph (a) of
this Article XII, or in defense of any claim, issue or matter therein, such
person shall be indemnified by the Corporation against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith without the necessity of any action being taken by the
Corporation other than the determination, in good faith, that such defense
has been successful. In all other cases wherein indemnification is provided
by this Article, unless ordered by a court, indemnification shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct specified in this Article XII. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or (iii) by the
holders of a majority of the shares of capital stock of the Corporation
entitled to vote thereon.
II-3
<PAGE>
(c) The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its
shall not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful. Entry of
a judgment by consent as part of a settlement shall not be deemed a final
adjudication of liability for negligence or misconduct in the performance of
duty, nor of any other issue or matter.
(d) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or
on behalf of such director or officer to repay such amount unless it shall
ultimately be determined that such person is entitled to be indemnified by
the Corporation. Expenses (including attorneys' fees) incurred by former
directors and officers or employees or agents of the Corporation in
defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the Corporation upon such terms and conditions,
if any, as the Corporation deems appropriate.
(e) No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law (i) for breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which
the director derived an improper personal benefit. No amendment to or repeal
of this Section (e) to Article XII shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to
such amendment.
(f) The indemnification and advancement of expenses provided by this
Article XII shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
(g) Notwithstanding the foregoing provisions of this Article XII,
amounts payable by the Corporation in accordance with this Article XII shall
be payable solely to the extent of funds actually received by the
Corporation that are in excess of funds necessary to satisfy the obligations
of the Corporation pursuant to the Agreement.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Not applicable.
II-4
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S> <C>
1.1 -- Form of Underwriting Agreement(7)
3.1 -- Amended and Restated Certificate of Incorporation of the
Transferor(1)
3.2 -- Bylaws of the Transferor(2)
4.1 -- Form of Amended and Restated Master Pooling and Servicing
Agreement among the Transferor, the Servicer and the
Trustee(3)
4.2 -- Form of Series 2000-1 Supplement to the Master Pooling and
Servicing Agreement(7)
5.1 -- Opinion of GnazzoThill, A Professional Corporation re:
Legality
8.1 -- Opinion of GnazzoThill, A Professional Corporation re: Tax
Matters
10.1 -- Form of Receivables Purchase Agreement between Yamaha Motor
Corporation, U.S.A. and the Transferor(4)
10.2 -- Form of Receivables Sale Agreement between Yamaha Motor
Corporation, U.S.A. and Deutsche Financial Services
Corporation(5)
10.3 -- Form of Servicing Agreement between Yamaha Motor
Corporation, U.S.A. and Deutsche Financial Services
Corporation(6)
10.4 -- First Amendment to Receivables Purchase Agreement between
Yamaha Motor Corporation, U.S.A. and the Transferor, dated
as of May 1, 1999(7)
10.5 -- First Amendment to Receivables Sales Agreement between
Yamaha Motor Corporation Corporation, U.S.A. and Deutsche
Financial Services Corporation, dated as of May 1, 1999(7)
10.6 -- First Amendment to the Amended and Restated Master Pooling
and Servicing Agreement among the Transferor, the Servicer
and the Trustee, dated as of November 19, 1999(7)
10.7 -- First Amendment to Servicing Agreement between Yamaha Motor
Corporation Corporation, U.S.A. and Deutsche Financial
Services Corporation, dated as of May 1, 1999(7)
23.1 -- Consent of GnazzoThill, A Professional Corporation
(contained in Exhibit 5.1)
23.2 -- Consent of GnazzoThill, A Professional Corporation
(contained in Exhibit 8.1)
24. -- Powers of Attorney (included on page II-9)
</TABLE>
------------------------
(1) Incorporated by reference to Exhibit 3.1 of Registration Statement
No. 333-74069.
(2) Incorporated by reference to Exhibit 3.2 of Registration Statement
No. 33-72806.
(3) Incorporated by reference to Exhibit 4.1 of Registration Statement
No. 333-74069.
(4) Incorporated by reference to Exhibit 10.1 of Registration Statement
No. 33-72806.
(5) Incorporated by reference to Exhibit 10.2 of Registration Statement
No. 333-74069.
(6) Incorporated by reference to Exhibit 10.3 of Registration Statement
No. 33-72806.
(7) Incorporated by reference to Amendment No. 1 to Registration Statement
No. 333-45516.
II-5
<PAGE>
(b) Financial Statement Schedules
Not applicable.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(a) To provide to the Underwriter at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(c) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of
this Registration Statement as of the time it was declared effective.
(d) For the purpose of determining any liability under the Securities
Act of 1933, each post effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
(e) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Cypress, State of California, on November 21, 2000.
<TABLE>
<S> <C> <C>
YAMAHA MOTOR RECEIVABLES CORPORATION
By: *
-----------------------------------------
Shohei Kato
DIRECTOR AND PRESIDENT
YAMAHA MOTOR MASTER TRUST
By: YAMAHA MOTOR RECEIVABLES CORPORATION
as originator of the Trust
By: *
-----------------------------------------
Shohei Kato
DIRECTOR AND PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director and President
(principal executive
* officer, principal
------------------------------------------- financial officer and
Shohei Kato principal accounting
officer)
/s/ RUSSELL D. JURA Director and Assistant November 21, 2000
------------------------------------------- Secretary
Russell D. Jura
* Director
-------------------------------------------
Alan Harnisch
* Director
-------------------------------------------
Walter G. Pettey
</TABLE>
<TABLE>
<C> <C> <S> <C>
*By: /s/ RUSSELL D. JURA November 21, 2000
---------------------------------------
Russell D. Jura
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<C> <S> <C>
1.1 Form of Underwriting Agreement(7)
3.1 Amended and Restated Certificate of Incorporation of the
Transferor(1)
3.2 Bylaws of the Transferor(2)
4.1 Form of Amended and Restated Master Pooling and Servicing
Agreement among the Transferor, the Servicer, and the
Trustee(3)
4.2 Form of Series 2000-1 Supplement to the Master Pooling and
Servicing Agreement(7)
5.1 Opinion of GnazzoThill, A Professional Corporation re:
Legality
8.1 Opinion of GnazzoThill, A Professional Corporation re: Tax
Matters
10.1 Form of Receivables Purchase Agreement between Yamaha Motor
Corporation, U.S.A. and the Transferor(4)
10.2 Form of Receivables Sale Agreement between Yamaha Motor
Corporation, U.S.A. and Deutsche Financial Services
Corporation.(5)
10.3 Form of Servicing Agreement between Yamaha Motor
Corporation, U.S.A. and Deutsche Financial Services
Corporation(6)
10.4 First Amendment to Receivables Purchase Agreement between
Yamaha Motor Corporation, U.S.A. and the Transferor, dated
as of May 1, 1999(7)
10.5 First Amendment to Receivables Sales Agreement between
Yamaha Motor Corporation Corporation, U.S.A. and Deutsche
Financial Services Corporation, dated as of May 1, 1999(7)
10.6 First Amendment to the Amended and Restated Master Pooling
and Servicing Agreement among the Transferor, the Servicer
and the Trustee, dated as of November 19, 1999(7)
10.7 First Amendment to Servicing Agreement between Yamaha Motor
Corporation Corporation, U.S.A. and Deutsche Financial
Services Corporation, dated as of May 1, 1999(7)
23.1 Consent of GnazzoThill, A Professional Corporation
(contained in Exhibit 5.1)
23.2 Consent of GnazzoThill, A Professional Corporation
(contained in Exhibit 8.1)
24. Powers of Attorney (included on page II- 9)
</TABLE>
------------------------
(1) Incorporated by reference to Exhibit 3.1 of Registration Statement
No. 333-74069.
(2) Incorporated by reference to Exhibit 3.2 of Registration Statement
No. 33-72806.
(3) Incorporated by reference to Exhibit 4.1 of Registration Statement
No. 333-74069.
(4) Incorporated by reference to Exhibit 10.1 of Registration Statement
No. 33-72806.
(5) Incorporated by reference to Exhibit 10.2 of Registration Statement
No. 333-74069.
(6) Incorporated by reference to Exhibit 10.3 of Registration Statement
No. 33-72806.
(7) Incorporated by reference to Amendment No. 1 to Registration Statement
No. 333-45516.
